Proposed rules are moderately scaled-back in final version; Scope 1 and 2 are required if material; Scope 3 is out; compliance will still be burdensome -
On March 6, 2024, by a split vote of 3-2, the U.S. Securities and...more
3/8/2024
/ Climate Change ,
Compliance ,
Disclosure Requirements ,
Final Rules ,
Greenhouse Gas Emissions ,
Regulatory Oversight ,
Renewable Energy Incentives ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
As a result of a recent decision by the Fifth Circuit Court of Appeals, the SEC’s previously adopted Share Repurchase Disclosure Modernization Rule has been put on hold. While the SEC may appeal the final decision (if and...more
Public companies are swiftly adopting policies regarding “erroneously awarded compensation” by December 1, 2023, to comply with listing standards required by the new SEC Rule 10D-1. These policies will require companies to...more
In groundbreaking legislation, California continues to lead the nation in climate change regulation by enacting the bulk of the California Climate Accountability Package – an unprecedented climate disclosure mandate for...more
On July 26, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted final rules on cybersecurity risk management, strategy, governance, and incident disclosure by a split vote of 3-2. While the...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted amendments to its rules regarding share repurchase disclosures (the “Final Rules”) in an effort to enhance transparency and...more
Pressures from investors and other stakeholders, the wide range of ESG interests and issues, and the fluid nature of ESG can be overwhelming. The proposed rule serves as a reminder that companies should not overlook...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted its long-awaited pay versus performance (PvP) rules mandated by the Dodd-Frank Act of 2010.1 These rules amend the SEC’s existing executive compensation...more
On March 21, 2022, the Securities and Exchange Commission (SEC) proposed widely anticipated rules that would require registrants to provide specified climate-related information in registration statements and periodic...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules intended to enhance and standardize public company disclosures regarding cybersecurity risk management, strategy, governance, and incident...more
On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed new rules regarding Rule 10b5-1 plans and disclosure requirements for company share repurchases.
The proposal regarding Rule 10b5-1 plans...more
Welcome to the inaugural issue of The Insider. This new publication from King & Spalding’s Public Companies Practice, which will be produced periodically, is focused on key developments for chief legal officers and their...more
6/30/2021
/ Attorney-Client Privilege ,
D&O Insurance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Duty to Monitor ,
Email ,
Fiduciary Duty ,
Forum Selection ,
Poison Pill ,
Regulatory Oversight ,
Third-Party
BlackRock Doubles Down on Sustainability -
• BlackRock signals substantially more assertive posture on climate-related issues
• New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more
4/23/2021
/ Benchmarking ,
BlackRock ,
Climate Change ,
Coronavirus/COVID-19 ,
Diversity and Inclusion Standards (D&I) ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investment ,
Securities and Exchange Commission (SEC) ,
State Street ,
Sustainability ,
Transparency ,
Vanguard
The COVID-19 pandemic, volatile market conditions, and increasing stakeholder attention to a range of environmental and social topics made 2020 a remarkably difficult year for many public companies. 2021 will bring new...more
4/21/2021
/ Annual Meeting ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Investors ,
Lobbying ,
Proxy Advisors ,
Publicly-Traded Companies ,
Shareholder Proposals
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
Each January, BlackRock typically previews its stewardship priorities in CEO Larry Fink’s annual letter to portfolio companies, followed soon thereafter by updated proxy voting guidelines. Given BlackRock’s position as the...more
Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more
12/8/2020
/ Advance Notice ,
Board of Directors ,
Diversity and Inclusion Standards (D&I) ,
Environmental Policies ,
Exclusive Forum ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Notice Requirements ,
Policy Terms ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Term Limits ,
Virtual Meetings ,
Woman Board Members
On September 23, 2020, the SEC adopted long-awaited amendments to Rule 14a-8 modifying the criteria for eligibility and resubmission of shareholder proposals. Prior to these amendments, the submission threshold had not been...more
On August 26, 2020, the Securities and Exchange Commission adopted modest amendments to Item 101 (business description), Item 103 (legal proceedings) and Item 105 (risk factors) of Regulation S-K. The amendments reflect...more
The COVID-19 pandemic is an unprecedented event in human history, with massive impacts on people and organizations around the world. Companies in the United States have been evaluating and responding to the crisis for several...more
On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more
3/6/2020
/ Amended Regulation ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
New Rules ,
Parent Corporation ,
Publicly-Traded Companies ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Subsidiaries ,
UPREITS
BlackRock, Vanguard, and State Street Global Advisors are the world’s three largest asset managers, collectively representing over $16 trillion in AUM, including 81% of all ETF assets. These “Big Three” investors collectively...more
On January 14th, BlackRock’s CEO Larry Fink issued his annual letter to portfolio company CEOs, this year titled “A Fundamental Reshaping of Finance.” The letter focuses on the potential effect that climate change will have...more
The panels were moderated by partners Sally Yates from the firm’s Atlanta office and Michael Urschel from the firm’s New York office. Following the panels, the firm hosted a networking reception.
...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more
11/22/2019
/ Board of Directors ,
Committee Members ,
Corporate Executives ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Performance Reviews ,
Policy Updates ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals